Capstone Green Energy (CGRN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 12, 2025, with voting on key proposals including director election, executive compensation, vote frequency, and auditor ratification.

• The company underwent financial restructuring, delaying the 2024 annual meeting to 2025 and emerging from Chapter 11 bankruptcy.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Stockholders will vote on electing Ping Fu as Class I director, a non-binding advisory vote on executive compensation, the frequency of such votes, and ratification of Marcum LLP as auditor.

• The board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholder proposals and director nominations for the 2025 meeting must follow SEC and bylaw procedures.

Board of directors and corporate governance

• The board will be reduced from seven to six members after the meeting, with Ping Fu as the sole Class I director nominee.

• Board committees include Audit, Compensation and Human Capital, and Governance and Sustainability, all composed of independent directors.

• Leadership roles are separated between the CEO and Chair; board refreshment and diversity are emphasized.

• Annual board and committee performance evaluations are conducted.